SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schwendenman Andrew

(Last)

(First)

(Middle)

C/O REPLIMUNE GROUP, INC.

500 UNICORN PARK DRIVE

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2023

3. Issuer Name and Ticker or Trading Symbol
Replimune Group, Inc. [ REPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,761⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	08/24/2030	Common Stock	50,000	$22.88	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/01/2031	Common Stock	7,189	$31.58	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/01/2032	Common Stock	9,585	$18.26	D
Employee Stock Option (right to buy)	⁽⁶⁾	04/01/2032	Common Stock	16,295	$18.26	D
Employee Stock Option (right to buy)	⁽⁷⁾	04/01/2033	Common Stock	9,585	$17.66	D
Employee Stock Option (right to buy)	⁽⁸⁾	04/01/2033	Common Stock	9,585	$17.66	D

Explanation of Responses:

1. Consists of (a) 2,791 shares of the Issuer's common stock that were issued upon the vesting and settlement of restricted stock units ("RSUs") granted to the Reporting Person, and (b) 19,970 shares of the Issuer's common stock issuable upon the vesting and settlement of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. The Reporting Person was granted (i) 4,793 RSUs on April 1, 2021, 25% of such RSUs vested and were released on each of May 15, 2022 and May 15, 2023, and the remainder will vest in two approximately equal annual installments thereafter until May 15, 2025; (ii) 6,390 RSUs on April 1, 2022, 25% of such RSUs vested and were released on May 15, 2023, and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2026; (iii) 6,390 RSUs on April 1, 2023, 25% of such RSUs vest on May 15, 2024, and the remainder will vest in three approximately equal annual installments thereafter until May 15, 2027; and (iv) 6,390 RSUs on April 1, 2023, 33.3% of such RSUs vest on May 15, 2024, and the remainder will vest in two approximately equal annual installments thereafter until May 15, 2026. In each of the above cases, vesting is subject to the Reporting Person's continuous service to the Issuer.

3. 25% of the shares underlying this stock option vested on August 24, 2021, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

4. 25% of the shares underlying this stock option vested on April 1, 2022, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

5. 25% of the shares underlying this stock option vested on April 1, 2023, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

6. 33.3% of the shares underlying this stock option vested on April 1, 2023, and the remainder of the shares underlying this stock option vest in 2 approximately equal annual installments thereafter.

7. 25% of the shares underlying this stock option vest on April 1, 2024, and the remainder of the shares underlying this stock option vest in 36 approximately equal monthly installments thereafter.

8. 33.3% of the shares underlying this stock option vest on April 1, 2024, and the remainder of the shares underlying this stock option vest in 2 approximately equal annual installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Shawn Glidden, as attorney-in-fact	05/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.